Sale and Purchase of Shares and Assets Sample Clauses

Sale and Purchase of Shares and Assets. 1.1 Grant of Option Party B hereby irrevocably grant Party A or a person or persons designated by it (“Nominee”, means (a) the direct or indirect shareholder(s) of Party A and the direct or indirect subsidiary(ies) of such shareholder(s); (b) Chinese national directors in Party A, direct or indirect shareholder(s) of Party A and the direct or indirect subsidiary(ies) of such shareholders(s)), to the extent permitted by the laws of China (including all laws, regulations, rules, circulars, interpretations and regulatory documents with binding effects promulgated by legislative, administrative and judicial departments at both national or local levels before or after the execution of this Agreement, hereinafter referred to as “PRC Laws”), during the effective term of this Agreement and in accordance with the steps of exercise determined by Party A in its sole and absolute discretion, an exclusive and irrevocable option to purchase all or part of the shares held by Party B in Party C (“Purchased Shares”) at the price stipulated in Article 1.2 of this Agreement (“Exclusive Share Purchase Option”). Party C hereby agrees to the grant of the share purchase option granted to Party A by Party B. Reference to “person” in this Article and this Agreement includes any individual, corporation, joint venture, partnership, enterprise, trust or non-corporate entity. Party C hereby irrevocably grants Party A or its Nominee, to the extent permitted by the PRC Laws, during the effective term of this Agreement and in accordance with the steps of exercise determined by Party A in its sole and absolute discretion, an exclusive and irrevocable option to purchase all or part of the assets (“Purchased Assets”) of Party C (“Exclusive Asset Purchase Option”, together with the “Exclusive Share Purchase Option”, collectively referred to as “Exclusive Call Option”). The Exclusive Call Option is an exclusive right owned by Party A. Without prior written consent of Party A, Party B shall not sell, offer to sell, transfer, gift, pledge or otherwise dispose of all or part of the Purchased Shares to any other person, and shall not authorize other person to purchase all or part of the Purchased Shares; neither shall Party B sell, offer to sell, transfer, gift, pledge or otherwise dispose of all or part of the Purchased Assets to any other person, and nor shall it authorize other person to purchase all or part of the Purchased Assets;
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Sale and Purchase of Shares and Assets. On the date hereof, (a) CME shall cause (i) CME Media to transfer to ITI TV Holdings Sp. z o.o. ("ITI TV") the TVN Shares, and to transfer to ITI Holdings the Neovision Shares (including any rights CME Media may have to ITI Neovision Sp. z o.o and Endemol-Neovision Sp. z o.o.) and all of its outstanding loans to TVN; (ii) CME Poland to transfer to Unidome Beheer B.V. ("Unidome") the Federation Shares, to transfer to ITI Holdings the ITI Media Shares and all of its outstanding loans to Federation, and to discharge ITI Holdings and its Affiliates from all obligations under the Federation Guarantee; (iii) CME Programming to transfer to ITI Holdings all of its outstanding TVN and Federation receivables through November 30, 1998; and (iv) CME Development to transfer to ITI Holdings all of its outstanding TVN and Federation receivables through November 30, 1998, (b) in exchange for receipt by CME and its Affiliates from ITI Holdings of (u) $10 million in cash; (v) ITI Holding's Senior Convertible Notes (w) the BRE Release; (x) the BPH Release; and (y) the covenants, notes, agreements, indemnities and guarantees of ITI Holdings set forth herein (including the covenants and indemnity of ITI Holdings set forth in Section 5.1 hereof relating to the obligations incurred by CME Programming and CME Media in the performance of the Programming Contracts and the Satellite Contracts, and the Programming Notes).
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Sale and Purchase of Shares and Assets. Subject to the terms and conditions defined herein, the Seller hereby agrees to sell or cause to be sold to the Purchaser and the Purchaser hereby agrees to buy or cause to be bought from the Seller the Business, i.e. the Shares and Assets listed in Schedule 2.1. The Shares and Assets shall be sold in the Local Transactions as described in art. 3.1 by the Selling Subsidiaries to the Purchasing Subsidiaries.
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Sale and Purchase of Shares and Assets. (a) Sale of Assets of Skatron Instruments, Inc. to, and Assumption of Certain Liabilities by, the Purchaser. At the Closing, Skatron Instruments, Inc. shall convey, sell, transfer, assign and deliver to the Purchaser all of Skatron Instruments, Inc.'s right, title and interest in and to certain accounts receivable and certain inventory and other assets, and the Purchaser shall purchase the same from Skatron Instruments, Inc., on the terms and subject to the conditions set forth in this Agreement. The Purchaser shall not assume or have any liabilities with respect to any obligation or Liability of Skatron Instruments, Inc., except for the Assumed Liabilities, unless the Purchaser expressly assumes such obligations, in writing, after the Closing Date.
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Sale and Purchase of Shares and Assets 
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Related to Sale and Purchase of Shares and Assets

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens other than Permitted Exceptions, all right, title and interest of the Sellers in and to all of their respective properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation the following:

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其现在和将来所持有的丙方的全部和/或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.

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